Item 2.01 Completion of Acquisition or Disposition of Assets.
On
In connection with the closing of the Merger, the Company paid approximately
The Securityholders and COP Participants are also eligible to receive additional
contingent consideration from the Company up to an aggregate amount of
All shares of Common Stock issued in connection with the Merger were issued in
reliance upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder. In connection with the Merger, the Company also entered into a
Registration Rights Agreement pursuant to which it agreed to file a registration
statement to register for resale certain of the shares of Common Stock issued in
connection with the Merger, a copy of which will be filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, a copy of which was filed with the Company's Quarterly Report
on Form 10-Q for the quarter ended
The Merger Agreement provides investors with information regarding its terms and is not intended to provide any other factual information about the Company, Pandologic or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates set forth therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to important qualifications and limitations agreed upon by the parties for the purposes of allocating contractual risk among such parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to such contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.
Item 3.02. Unregistered Sales of
The information set forth in Item 2.01 of this Current Report on Form 8-K regarding the issuance of shares of Common Stock in connection with the Merger is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On
Forward-Looking Statements
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This Current Report on Form 8-K, and the press release attached as an exhibit
hereto and incorporated by reference herein, contain forward-looking statements,
including, without limitation, the Company's estimated consolidated cash balance
as of the Closing Date, the expectation that the acquisition of Pandologic will
be immediately accretive, Pandologic's expected pro forma financial performance,
the expansion of the Company's addressable market and new revenue streams, the
expected benefits of the acquisition to the Company and its customers, and the
anticipated synergies from the transaction. Without limiting the generality of
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"intend," "could," "estimate" or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances are forward-looking
statements. Assumptions relating to the foregoing involve judgments and risks
with respect to various matters which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Certain of
such judgments and risks are discussed in the Company's filings with the
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits Exhibit No. Description
The following exhibits are being furnished herewith:
99.1 Press Release ofVeritone, Inc. , datedSeptember 14, 2021 . 104 EX-104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).
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